UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of ~~Report~~ ~~(Date of earliest event reported)~~Report: ~~September~~ 16October 14, 2009

Date of earliest event reported: October 8, 2009

Medis Technologies Ltd.

(Exact name of Registrant as specified in its charter)

Delaware

(State of incorporation)

0-30391

(Commission File No.)

13-3669062

(IRS Employer Identification No.)

805 Third Avenue

New York, New York 10022

(Address of principal executive offices)

Registrant’s telephone number: (212) 935-8484

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the Registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

~~On September~~As ~~16,~~previously ~~2009~~disclosed, wein ~~entered~~June ~~into~~of ~~a Subscription Agreement (the “Subscription Agreement”) with a non-affiliate strategic investor (the “Investor”)~~2009, ~~pursuant~~ toMedis ~~which~~Technologies weLtd. ~~issued and sold to the Investor a Secured Convertible Promissory Note in the principal amount of $657,200~~ (~~the~~ “~~Note~~Medis”) ~~and~~entered ~~five-year warrants~~into ~~(each,~~an aagreement ~~“Warrant”)~~with toVolation ~~purchase~~Capital 4Partners,~~929,000~~ ~~shares~~LLC (~~the~~ “~~Warrant Shares~~Volation”) of ~~our~~pursuant ~~common stock. The Note and Warrants were issued~~ to ~~the Investor for an aggregate purchase price of $620,000,~~ which, ~~after~~Medis ~~payment~~issued ~~of certain~~Volation ~~fees~~shares ~~and expenses~~ of ~~the~~Medis ~~offering,~~Series ~~resulted~~B inPreferred ~~net proceeds to us of $500,000~~Stock. ~~Under~~Subsequent ~~the terms of the Subscription Agreement, except with respect~~ to ~~certain~~this ~~excepted issuances~~issuance, ~~until~~Medis ~~one~~informed ~~year~~Volation ~~following~~that ~~the~~it ~~closing~~was ~~date~~completely ~~thereunder~~severing orits ~~for~~relationship sowith ~~long~~Volation asand ~~any~~would ~~amount~~no ~~remains~~longer ~~outstanding~~engage ~~under~~in ~~the~~any ~~Note,~~transactions ~~the Investor will have a right of first refusal~~ with ~~respect to any proposed sale by us of our common stock or other securities or equity linked debt obligations~~Volation.

~~The~~On ~~Note does~~September ~~not bear interest and is scheduled to mature on January~~ 16, ~~2010. In~~ ~~addition~~2009, ~~the~~Medis ~~Note~~issued isand ~~convertible,~~sold ata ~~any~~secured ~~time~~convertible atpromissory ~~the~~note ~~option of~~and ~~the holder, into shares of our~~ common stock ~~(the~~purchase ~~“Conversion~~warrants ~~Shares”)~~to ata ~~an initial~~non-affiliated ~~conversion price of $~~investor.~~20 per share (the “Conversion Price”)~~ Subsequently, ~~subject,~~Volation ~~in all~~informed ~~cases,~~Medis tothat ~~certain~~Volation ~~equity~~believed ~~ownership~~that ~~limits~~such ~~affecting~~issuance violated the ~~holder~~terms of ~~the Note. Assuming~~its ~~conversion~~agreement ofwith ~~the~~Medis, ~~Note~~and atthat ~~the~~further ~~Conversion~~transactions ~~Price~~with inthis non-affiliated ~~effect~~investor onwould violate the ~~closing~~terms ~~date,~~of ~~the~~a ~~holder~~non-disclosure ofand ~~the~~exclusivity ~~Note~~agreement ~~would~~previously beentered ~~entitled~~into tobetween ~~receive 3,286,000~~Medis ~~Conversion~~and ~~Shares~~Volation. ~~The~~On ~~Conversion~~October ~~Price~~8, is2009, ~~subject~~Volation ~~to customary~~served ~~adjustment~~Medis ~~upon~~with ~~the~~a ~~occurrence~~lawsuit ofin ~~certain~~Los ~~events~~Angeles ~~affecting~~Superior ~~us, including~~Court aalleging ~~merger,~~breach ~~consolidation, sale~~ of ~~assets,~~contract. On ~~tender~~October ~~offer~~9, ~~change of control~~2009, ~~stock~~Medis ~~split~~and orVolation ~~reclassification. Moreover,~~entered ~~the~~into ~~Conversion Price~~a issettlement ~~subject~~agreement tothat ~~downward~~provided ~~adjustment~~for onthe adismissal ~~“full~~of ~~ratchet”~~this ~~basis~~lawsuit in exchange for the ~~event we~~issuance ~~issue~~to ~~additional~~Volation of 1,232,541 shares of ~~our~~Medis common stock. On orOctober ~~securities convertible~~9, ~~into~~2009, orthe ~~exercisable~~presiding judge ~~for~~in ~~shares~~the oflitigation ~~our~~entered ~~common~~an ~~stock~~order ~~(except~~approving ~~with respect~~the tosettlement, ~~certain~~pursuant ~~excepted~~to ~~issuances)~~which ~~for~~the asettlement ~~consideration~~agreement ~~per~~became ~~share~~binding ~~that~~on ~~is less~~Medis ~~than~~and ~~the~~Volation, ~~Conversion~~and, ~~Price~~on ~~that~~October is12, in2009, ~~effect~~the atsettlement ~~the~~shares ~~time~~were ofissued ~~such issuance~~to Volation.

SoA ~~long as~~copy ~~no event~~ of ~~default has occurred under~~ the ~~Note~~settlement ~~and~~agreement ~~if certain conditions to the exercise of such right have been satisfied, including the maintenance of minimum closing prices and trading volumes on the trading market on which our common stock~~ is ~~then~~filed ~~listed~~as orExhibit ~~quoted~~10.1 ~~and the effectiveness of a resale registration statement covering all of the Conversion Shares, we have the option~~ to prepay up to fifty percent of the initial principal amount of the Note, to the extent it has not been converted, which prepayment right may be exercised during each of the thirty day periods commencing sixty-one days and ninety-one days after the date of issuance of the Note. Exercise of this ~~right, in~~Current ~~each~~Report ~~case,~~on ~~will~~Form ~~entitle us to prepay twenty~~8-~~five percent of the initial principal amount of the Note that has not been converted or the entire outstanding balance of the Note, if less than such twenty-five percent is then outstanding~~K. Payment of the redemption price with respect to an exercise of our redemption right under the Note may be made, at our option, in cash or in shares of our common stock (with the number of shares of common stock being determined by applying the then applicable Conversion Price).

The ~~Note contains~~terms ~~customary~~and ~~events~~conditions of ~~default,~~ the ~~occurrence~~issuance of ~~any of which will, at~~ the ~~option~~settlement ofshares ~~the~~were ~~holder of the Note~~approved, ~~cause~~after ~~all~~a ~~amounts~~hearing ~~then~~upon ~~due under~~ the ~~Note to~~fairness beof ~~immediately~~such ~~due~~terms and ~~payable~~conditions ~~upon~~at ~~demand. In~~which ~~addition,~~Volation ~~upon~~had the ~~occurrence~~ ofright ~~certain~~to ~~fundamental~~appear. The ~~transactions~~issuance ~~affecting us, the holder~~ of the ~~Note~~ ~~will~~settlement ~~have~~shares ~~the~~was ~~right~~exempt tofrom ~~accelerate~~ the ~~maturity~~registration ~~date~~requirements of the ~~Note~~Securities ~~and~~Act ~~receive as~~of ~~payment~~1933 ~~for~~pursuant ~~the~~to ~~then~~Section ~~outstanding principal amount~~ 3(a)(10) of such Act.

~~the~~Item ~~Note an amount equal to the Black-Scholes value of the Note~~3. ~~Upon the occurrence, and during the continuance, of an event of default, interest will accrue on all amounts then unpaid under the Note at a rate of 18% until all such amounts are paid in full~~02. In ~~addition~~Unregistered toSales ~~the customary events~~ of ~~default,~~ anEquity event of default will occur under the Note in the event we default on our obligations under any of the other agreements entered into with the Investor in connection with this transaction, including a breach of our Subscription Agreement covenant to have our common stock quoted on the OTC Bulletin Board within 30 days after the transaction closing date.Securities

~~As security~~The ~~for~~information ~~the~~contained ~~timely performance of our obligations under the Note, the Warrants and the other agreements entered into with the Investor~~ in ~~connection with~~Item ~~this transaction, our indirect wholly owned subsidiaries, Medis El Ltd~~1. ~~(“Medis~~01 ~~El”) and More Energy Ltd. (“More”), have each entered into a Subsidiary Guaranty in favor~~ of ~~the~~this ~~Investor. In~~Report ~~addition,~~is weincorporated ~~and~~by ~~each~~reference ~~of Medis El and More have entered~~ into a Security Agreement with the Investor, pursuant to which we and each of Medis El and More have granted to the Investor a security interest in all of our respective assets (except for certain excluded assets) as additional security for the timely performance of our obligations under the Note, the Warrants and the other agreements entered into with the Investor in connection with this ~~transaction~~Item 3.02.

~~The Warrants~~Item ~~issued to the Investor have a term of five years and an initial exercise price of $~~9.2701 ~~per~~Financial ~~share~~Statements (the “Exercise Price”), which is equal to the closing price of our common stock on the trading day prior to the issuance date of the Warrants. The Exercise Price is subject to customary adjustment upon the occurrence of certain events affecting us, including a merger, consolidation, sale of assets, tender offer, change of control, stock split or reclassification. In addition, the Exercise Price is subject to downward adjustment on a “full ratchet” basis in the event we issue additional shares of our common stock or securities convertible into or exercisable for shares of our common stock (except with respect to certain excepted issuances) for a consideration per share that is less than the Exercise Price that is in effect at the time of such issuance. Upon the exercise of the Warrants, we are obligated to issue to the holder of the Warrants additional warrants to purchase additional shares of our common stock on a share-for-share basis at an exercise price of $.54 per share. Subject to limitations on the total equity ownership of the holder of the Warrants and satisfaction of certain conditions, including the maintenance of minimum closing prices and trading volumes on the trading market on which our common stock is then listed or quoted, we have the right to call the Warrants at any time during the period beginning on the date that is 31 days after the date all of the Warrant Shares are registered for resale pursuant to an effective registration statement and ending on the date that is 30 days prior to the scheduled expiration date of the Warrants.Exhibits

~~In addition~~The tofollowing ~~the~~exhibit ~~Note~~is ~~and~~filed ~~Warrants~~as ~~issued to the Investor, on September 16, 2009, we issued 262,880 shares of our common stock (the “Chardan Shares”) and a five-year warrant to purchase~~ an ~~additional~~exhibit ~~295,740 shares (the “Chardan Warrant Shares”) of our common stock at an exercise price of $.27 per share (the “Chardan Warrants”)~~ to ~~Chardan Capital Markets LLC, as consideration for its services as placement agent for~~ this ~~transaction. Except~~Current ~~with~~Report ~~respect to~~on ~~the~~Form ~~absence of the right to receive additional warrants upon the exercise thereof, the terms of the Chardan Warrants are the same as those of the Warrants.~~8-K:

On September 16, 2009, immediately following the closing of the transactions contemplated by the Subscription Agreement, there were 48,549,555 shares of our common stock issued and outstanding.

Exhibit No.	Description
10.1	Settlement Agreement and Release

~~The~~Forward-Looking Note, Warrants, Chardan Shares, Chardan Warrants, Conversion Shares, Warrant Shares and Chardan Warrant Shares will not be or have not been registered under the Securities Act of 1933, as amended (the “Securities Act”), and may not be offered or sold in the United States absent registration or an applicable exemption from registration requirements under the Securities Act. The Note, Warrants, Chardan Shares, Chardan Warrants, Conversion Shares, Warrant Shares and Chardan Warrant Shares have been, or upon conversion or exercise, as applicable, will be, issued and sold by us without registration under the Securities Act pursuant to Section 4(2) thereof.Statements

AThis ~~copy~~Current ~~of the~~Report ~~press~~on ~~release~~Form 8-K contains forward-looking statements. Investors are cautioned that weforward-looking ~~issued~~statements oninherently ~~September~~involve ~~21,~~risks ~~2009~~and ~~concerning~~uncertainties that could cause actual results to differ materially from those contemplated in the forward-looking statements. Such risks include, but are not limited ~~transaction~~to, isthe risks and uncertainties outlined in Medis’ documents filed ~~herewith~~with the SEC. All forward-looking statements and other information in this Current Report on Form 8-K are based upon information available as ~~Exhibit~~of 99the date of this Report.1 Such ~~and~~information ismay ~~incorporated~~change ~~herein~~or become invalid after the date of this Current Report, and, by making these forward-looking statements, Medis undertakes no obligation to update these statements after the date of this Current Report, except as required ~~reference~~by law.

~~Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off~~-~~Balance~~ ~~Sheet~~2 ~~Arrangement of a Registrant.~~-

The information set forth in Item 1.01 in this Form 8-K is incorporated herein by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information set forth in Item 1.01 in this Form 8-K is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(a) Financial Statements of Businesses Acquired - None

(b) Pro Forma Financial Information - None

(d) Exhibits:

Exhibit No.		Description
10.1		Subscription Agreement, dated as of September 16, 2009
10.2		Subsidiary Guaranty, dated as of September 16, 2009
10.3		Security Agreement, dated as of September 16, 2009
10.4		Secured Convertible Promissory Note, dated September 16, 2009
10.5		Common Stock Purchase Warrant, dated September 16, 2009
10.6		Common Stock Purchase Warrant, dated September 16, 2009
99.1		Press Release dated September 21, 2009

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Dated: ~~September~~ 21October 14, 2009

	MEDIS TECHNOLOGIES LTD.

	By:	/s/ Stephen Crea
		Name: Stephen Crea
		Title: Chief Financial Officer

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